Subject: File No. S7-37-10
From: Thomas A. McKay
Affiliation: T.A. McKay & Co., Inc.

November 23, 2010

With respect to the inclusion of offshore funds in the $150MM assets under man- agement threshold, I suggest that they not be included for the simple reason that the the $150MM threshold is way too low in the first place (something like $1B would be more appropriate). This would make too many registered hedge funds for the SEC staff to track and, as a result, the staff would most likely ignore the filings and reports made by the smaller managers in order to focus on the larger managers that are more likley to pose systemic risk. Sincerely,
Thomas A. McKay
T.A. McKay & Co., Inc.
One Rockefeller Plaza, Suite 1712
New York, N.Y. 10010